EXHIBIT 10.1 ------------ MEDIS TECHNOLOGIES LTD. 6% SENIOR CONVERTIBLE NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENTMedis Technologies LTD • July 27th, 2005 • Electromedical & electrotherapeutic apparatus • New York
ARTICLE I DEFINITIONSMedis Technologies LTD • July 28th, 1999
BETWEENLoan Agreement • April 13th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
INDENTUREIndenture • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
August 2, 2005 The Persons Identified on Schedule I hereto P.O. Box 9011 Princeton, New Jersey 08543-9011 Ladies and Gentlemen: Medis Technologies Ltd., a Delaware corporation (the "Company"), hereby confirms its agreement with you (collectively,...Medis Technologies LTD • August 8th, 2005 • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK PURCHASE WARRANTMedis Technologies LTD • June 20th, 2008 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 19, 2008 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Medis Technologies Ltd., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding anything herein to the contrary, in the event that Stockholder Approval has not been obtained and deemed effective prior to the Initial Exercise Date, this Warrant shall only be exercisable into ________1 Warrants Shares until such date that Sto
EXHIBIT 4.3 THIS WARRANT MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT AS OTHERWISE DESCRIBED BELOW MEDIS TECHNOLOGIES LTD. (Incorporated under the laws of the State of Delaware) VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON , 2005Medis Technologies LTD • February 1st, 2002 • Electromedical & electrotherapeutic apparatus • New York
PERSONAL EMPLOYMENT CONTRACT MR. Z. REHAVI IN MEDIS EL 1. SALARY ----- The agreement includes the salary, conditions and fringe benefits to the manager of the Company for the period: October 1, 2000-September 30, 2002. The annual compensation is as...Employment Contract • April 13th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
PURCHASE AGREEMENTPurchase Agreement • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
AGREEMENTAgreement • January 4th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2008, between Medis Technologies Ltd., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.2 ------------ CONSENT AND SIXTH AMENDMENT TO LOAN AGREEMENT SIXITH AMENDMENT (this "Amendment") entered into as of July 26, 2005 between MEDIS TECHNOLOGIES LTD., a Delaware corporation (the "Borrower") and BANK OF AMERICA, N.A. (successor...Loan Agreement • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
BETWEENDevelopment Agreement • June 2nd, 2004 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Warrant to Purchase [ ] Shares of -- Dated: [ ], 2003 Common Stock ----- WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKMedis Technologies LTD • October 10th, 2003 • Electromedical & electrotherapeutic apparatus • New York
Warrant to Purchase [ ] Shares of -- Dated: [ ], 2003 Common Stock ----- WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKMedis Technologies LTD • August 8th, 2003 • Electromedical & electrotherapeutic apparatus • New York
CONFIDENTIALMedis Technologies LTD • June 20th, 2008 • Electromedical & electrotherapeutic apparatus • New York
ARTICLE IDistributorship Agreement • July 28th, 1999 • Medis Technologies LTD
SUBSCRIPTION AGENT AGREEMENT dated _______, 2001 between MEDIS TECHNOLOGIES LTD., a Delaware corporation, with offices at 805 Third Avenue, New York, New York 10022 (the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York limited...Subscription Agent Agreement • November 30th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Exhibit 99.2 Company Confidential REPRESENTATION AGREEMENT Made as of the 15th day of March, 2008 by and between More Energy Ltd., having its principal office at 2 Yodlat St., Global Park LOD 71281, Israel (hereinafter referred to as the "Company")...Representation Agreement • April 9th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated February 13, 2009 by and between Medis Technologies Ltd., a Delaware corporation (the “Company”) and Ascendiant Capital Group, LLC (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.
MEDIS TECHNOLOGIES LTD. Common Stock (par value $0.10 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 28th, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
ASSIGNMENT OF LICENSE AGREEMENT BETWEEN ISRAEL AIRCRAFT INDUSTRIES LTD. AND BAR-ILAN UNIVERSITYAssignment of License Agreement • January 4th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
RECITALSTechnology Development Agreement • February 11th, 2000 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • Georgia
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 10th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of June 8, 2009 (“Effective Date”), by and among Medis Technologies Ltd., a Delaware corporation (“Company”), and Volation Capital Partners, LLC, a New York limited liability company, doing business as Volation Technology Capital Partners, LLC (including its permitted designees, successors and assigns, “Investor”).
EXCHANGE AGREEMENTExchange Agreement • September 30th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of September 28, 2008, by and between Daniel Luchansky (the “Director”) and Medis Technologies Ltd., a Delaware corporation (the “Company”). Each of the Director and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”
Medis Technologies Ltd. 5,000 Shares of 7.25% Series A Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $10,000 per share)* REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Medis Technologies Ltd., a corporation organized under the laws of the State of Delaware (the “Company”) proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 5,000 Shares of [__]% Series A Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $10,000 per share) (the “Preferred Stock”), of the Company (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to 750 additional shares of Preferred Stock to cover over-allotments, if any (the “Option Securities” and, together with the Firm Securities, the “Securities”), upon the terms set forth in the Purchase Agreement between the Company and the Representative dated November 9, 2006 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Securities. To the extent there are no additional parties listed on Schedule I to the Purchase Agreement o
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This CONSULTING AGREEMENT (this “Agreement”) made as of the 16th day of February, 2009 (the “Effective Date”), by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York 10022 (the “Company”) and ROBERT K. LIFTON, an individual residing at 93 Black Brook Road, Bedford Village, NY 10506 (the “Consultant”).
ARTICLE IStock Purchase Agreement • July 28th, 1999 • Medis Technologies LTD • New York
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Severance Agreement (this “Agreement”) is made and entered as of the 16th day of February, 2009, by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York 10022 (the “Company”) and ROBERT K. LIFTON, an individual residing at 93 Black Brook Road, Bedford Village, New York 10506 (the “Consultant”).
MEDIS TECHNOLOGIES LTD. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • August 9th, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
WHEREAS, as of April 18, 2007, the Company adopted the Medis Technologies Ltd. 2007 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of restricted shares of common stock, $.01 par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
Exhibit 99.1 Memorandum of Understanding This Memorandum of Understanding ("MOU") memorializes the principal terms between Founder Technology Group Corp. ("Founder"), an entity organized under the laws of the People's Republic of China ("PRC"), with...Medis Technologies LTD • August 2nd, 2007 • Electromedical & electrotherapeutic apparatus
MEDIS TECHNOLOGIES LTD. STOCK OPTION AGREEMENTEquity Incentive Plan • August 9th, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
WHEREAS, as of April 18, 2007, the Company adopted the Medis Technologies Ltd. 2007 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of common stock, $.01 par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
AGREEMENTAgreement • March 31st, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
This Agreement (the “Agreement”) by and between Medis Technologies Ltd., a Delaware corporation (the “Company”) with executive offices at 805 Third Avenue, New York, New York 10022, and Thomas Finn (“Finn”) is hereby entered into on February 17, 2009 and effective as of January 13, 2009 (the “Effective Date”).
COOPERATION AGREEMENT This COOPERATION AGREEMENT (hereinafter the "Agreement") is entered into on this 6th day of February 2001, by and between Medis Technologies, Ltd., a company located in New York, Now York, USA, (hereinafter "Medis"), of the one...Cooperation Agreement • April 13th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
EXCHANGE AGREEMENTExchange Agreement • May 1st, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of April 25, 2008, by and between Israel Fisher (the “Employee”) and Medis Technologies Ltd., a Delaware corporation (the “Company”). Each of the Employee and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”
